UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): April 10, 2012

 

 

MACK-CALI REALTY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

(732) 590-1000

(Registrant’s telephone number, including area code)

 

MACK-CALI REALTY, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

 

(732) 590-1000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01              Entry Into A Material Definitive Agreement.

 

On April 10, 2012, Mack-Cali Realty, L.P. (the “Company”), the operating partnership of Mack-Cali Realty Corporation (the “General Partner”), priced an offering (the “Offering”) of $300 million of senior unsecured notes (the “Notes”). The Notes mature on April 18, 2022 and bear interest at 4.500%, with interest payable semiannually on April 15 and October 15 of each year outstanding, beginning October 15, 2012.  The Company estimates that it will receive net proceeds of approximately $296.8 million from the sale of the Notes which are intended to be used to repay outstanding borrowings under the Company’s unsecured revolving credit facility and for general corporate purposes, which may include the purchasing or retiring of some of the Company’s outstanding debt securities.  The Company may redeem the Notes at any time upon payment of a make-whole amount.  The closing of the Offering is expected to occur on April 19, 2012.

 

BofA Merrill Lynch, Citigroup and J.P. Morgan acted as joint book-running managers for the Offering. BB&T Capital Markets, BNY Mellon Capital Markets, LLC, Capital One Southcoast, Comerica Securities, Deutsche Bank Securities, Mitsubishi UFJ Securities, PNC Capital Markets LLC, RBS, SunTrust Robinson Humphrey, TD Securities, US Bancorp and Wells Fargo Securities acted as co-managers for the Offering.

 

In connection with the Offering, the Company and the General Partner entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Merrill Lynch, Citigroup and J.P. Morgan, as representatives of the several underwriters (the “Underwriters”).  The terms of the Underwriting Agreement, which provide for the sale of the Notes to the Underwriters, are as set forth in the preceding paragraph.  A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1.

 

Item 7.01              Regulation FD

 

On April 10, 2012, the General Partner issued a press release announcing the sale of the Notes. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.		Description
1.1		Underwriting Agreement dated April 10, 2012 by and among Mack-Cali Realty, L.P., Mack-Cali Realty Corporation, and Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities LLC.
99.1		Press Release of Mack-Cali Realty Corporation dated April 10, 2012.

 

Certain information included in this Current Report on Form 8-K (including exhibit 99.1 hereto) is being furnished under Item 7.01, “Regulation FD Disclosure” and Item 9.01 “Financial

 

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Statements and Exhibits” of Form 8-K. Such information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished under Item 7.01 of this Current Report (including exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	MACK-CALI REALTY CORPORATION
Dated: April 11, 2012	By:	/s/ BARRY LEFKOWITZ
		Barry Lefkowitz
		Executive Vice President and Chief Financial Officer
	MACK-CALI REALTY, L.P.
	By:	Mack-Cali Realty Corporation,
		its general partner
Dated: April 11, 2012	By:	/s/ BARRY LEFKOWITZ
		Barry Lefkowitz
		Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
1.1		Underwriting Agreement dated April 10, 2012 by and among Mack-Cali Realty, L.P., Mack-Cali Realty Corporation, and Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities LLC.
99.1		Press Release of Mack-Cali Realty Corporation dated April 10, 2012.

 

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